Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Collins Helen Louise	2. Issuer Name and Ticker or Trading Symbol FIVE PRIME THERAPEUTICS, INC. [ FPRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and Chief Medical Officer
(Last) (First) (Middle) 111 OYSTER POINT BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 3/31/2021
(Street) SOUTH SAN FRANCISCO, CA 94080 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/31/2021		G	V	8085	D	$0.00	69547	D
Common Stock	4/16/2021		A		66000 ⁽¹⁾	A	$0.00	135547	D
Common Stock	4/16/2021		D⁽²⁾		135547	D	$38.00	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$37.89	4/16/2021		D			60000	⁽³⁾	⁽⁴⁾	Common Stock	60000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$18.69	4/16/2021		D			50000	⁽³⁾	⁽⁴⁾	Common Stock	50000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$11.97	4/16/2021		D			58000	⁽³⁾	⁽⁴⁾	Common Stock	58000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.78	4/16/2021		D			20000	⁽³⁾	⁽⁴⁾	Common Stock	20000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.25	4/16/2021		D			90000	⁽³⁾	⁽⁴⁾	Common Stock	90000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.25	4/16/2021		D			90000	⁽³⁾	⁽⁴⁾	Common Stock	90000	⁽³⁾	0	D

Explanation of Responses:
(1)	Represents shares of performance-based restricted Common Stock (as defined below) granted to the reporting person on June 24, 2019 (the "Performance Award"). The performance conditions associated with the Performance Award have not yet occurred. Pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), the Performance Award was deemed to have vested and each share of Common Stock underlying the Performance Award was converted into the right to receive the Offer Price (as defined below) in cash, without interest, minus any applicable withholding taxes.
(2)	Pursuant to the Agreement and Plan of Merger, dated March 4, 2021 (the "Merger Agreement"), by and among the Five Prime Therapeutics, Inc. (the "Company"), Amgen Inc. ("Parent") and Franklin Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of April 16, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.001 per share ("Common Stock"), was converted into the right to receive $38.00 per share (the "Offer Price") in cash, without interest, minus any applicable withholding taxes.
(3)	Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each option to purchase shares of Common Stock granted by the Company that was then outstanding and unexercised was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such option multiplied by (y) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per share under such option.
(4)	Not applicable.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Collins Helen Louise 111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080			EVP and Chief Medical Officer